Exelixis Inc.

12/02/2024 | Press release | Distributed by Public on 12/02/2024 19:29

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Hessekiel Jeffrey
2. Issuer Name and Ticker or Trading Symbol
EXELIXIS, INC. [EXEL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & General Counsel
(Last) (First) (Middle)
C/O EXELIXIS, INC., 1851 HARBOR BAY PARKWAY 		3. Date of Earliest Transaction (Month/Day/Year)
11/27/2024
(Street)
ALAMEDA, CA 94502 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/27/2024 M 129,314 A $18.8 644,967(1) D
Common Stock 11/27/2024 F 98,908(2) D $35.93 546,059(1) D
Common Stock 11/29/2024 S 60,000 D $36.67(3) 486,059(1) D
Common Stock 11/29/2024 G(4) 15,000 D $ 0 471,059(1) D
Common Stock 999(5) I By 401(k)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy) $18.8 11/27/2024 M 129,314 09/10/2019(6) 09/09/2025 Common Stock 129,314 $ 0 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hessekiel Jeffrey
C/O EXELIXIS, INC.
1851 HARBOR BAY PARKWAY
ALAMEDA, CA 94502 		EVP & General Counsel

Signatures

/s/ Nina Ayer, Attorney in Fact 12/02/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes 207,072 shares of Exelixis, Inc. common stock ("Common Stock") that will be issued to the Reporting Person upon vesting of restricted stock units ("RSUs"). Each RSU is the economic equivalent of one share of Common Stock.
(2) Represents a "net exercise" of an outstanding stock option to purchase 129,314 shares, and pursuant to which the Reporting Person received 30,406 shares, of Common Stock. The Issuer withheld 98,908 shares of Common Stock underlying the stock option for payment of the exercise price and tax withholding using the closing stock price on November 27, 2024 of $35.93.
(3) Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $36.36 to $36.93. Reporting Person undertakes to provide Exelixis, Inc., any security holder of Exelixis, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 3 to this Form 4.
(4) On November 29, 2024, the Reporting Person gifted 15,000 shares of Common Stock.
(5) Represents shares of Common Stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of November 26, 2024.
(6) The option, representing the right to purchase a total of 129,314 shares of Common Stock, became fully exercisable on September 10, 2022.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.